10-K: Apellis Pharmaceuticals Reports First Annual Profit, Advances Pipeline
Annual Report
Apellis Pharmaceuticals achieved its first net income of $22.4 million in 2025, driven by strong licensing revenue and continued commercialization of SYFOVRE and EMPAVELI, despite a decline in SYFOVRE sales.
Summary
- Apellis Pharmaceuticals reported a net income of $22.4 million for the year ended December 31, 2025, a significant improvement from net losses of $197.9 million in 2024 and $528.6 million in 2023.
- Total revenue increased by 28% to $1,003.8 million in 2025 from $781.4 million in 2024, primarily due to a $275.0 million upfront payment from the Sobi Royalty Buy-Down Agreement.
- U.S. net product revenue from SYFOVRE sales decreased to $586.9 million in 2025 from $611.9 million in 2024, while EMPAVELI sales increased to $102.4 million from $98.1 million.
- Research and development expenses decreased by $31.7 million to $295.9 million in 2025, mainly due to reduced clinical activities for PNH, C3G, primary IC-MPGN, and the discontinuation of the CAD and TA-TMA programs.
- Selling, general and administrative expenses increased by $49.2 million to $550.3 million in 2025, largely due to increased contributions to patient assistance organizations.
- The company initiated Phase 2 clinical trials for SYFOVRE combined with APL-3007 for Geographic Atrophy (GA) in June 2025 and pivotal clinical trials for EMPAVELI in primary focal segmental glomerulosclerosis (FSGS) and delayed graft function (DGF) in Q4 2025.
- SYFOVRE received marketing approval in Australia in January 2025, but its Marketing Authorization Application (MAA) was rejected in the European Union in December 2024.
- EMPAVELI received FDA approval for C3 glomerulopathy (C3G) and primary immune complex membranoproliferative glomerulonephritis (primary IC-MPGN) in July 2025.
- Sobi received EMA approval for Aspaveli (pegcetacoplan) for C3G and primary IC-MPGN in January 2026, triggering a $25.0 million milestone payment to Apellis in February 2026.
- The company's cash and cash equivalents stood at $466.2 million as of December 31, 2025, and it believes current liquidity, combined with product sales, will fund operations for at least the next 12 months and longer-term.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive report, primarily due to the company achieving its first net income and securing significant upfront licensing revenue. While SYFOVRE sales saw a slight decline and EU approval was rejected, pipeline advancements and new EMPAVELI approvals provide a strong foundation for future growth, tempered by ongoing competitive and regulatory challenges.
Positives
- Achieved first annual net income of $22.4 million in 2025, a significant turnaround from prior year losses.
- Secured a substantial $275.0 million upfront payment from the Sobi Royalty Buy-Down Agreement, boosting licensing revenue.
- EMPAVELI sales increased to $102.4 million in 2025, demonstrating continued growth in its approved indications.
- Received FDA approval for EMPAVELI in C3G and primary IC-MPGN in July 2025, expanding its market opportunity.
- SYFOVRE received marketing approval in Australia in January 2025, marking international expansion.
- Initiated pivotal clinical trials for EMPAVELI in FSGS and DGF, addressing rare kidney diseases with high unmet needs.
- Commenced preclinical studies for APL-9099, a potential first-in-class gene editing treatment for FcRn, through collaboration with Beam Therapeutics.
- SYFOVRE continues to be the market-leading treatment for GA in the U.S., with increasing treatment effects observed over time in long-term studies (GALE five-year data).
- Developed a SYFOVRE co-pack and is developing a prefilled syringe to standardize and streamline administration, enhancing physician convenience.
Negatives
- SYFOVRE U.S. net product revenue decreased to $586.9 million in 2025 from $611.9 million in 2024, primarily due to increased rebates.
- The European Commission rejected the Marketing Authorization Application (MAA) for SYFOVRE in the European Union in December 2024, limiting international commercialization.
- Experienced a decrease in royalties from Sobi to $13.2 million in 2025 from $18.4 million in 2024, partly due to the reduced royalty rate under the Royalty Agreement.
- Discontinued clinical development of systemic pegcetacoplan for cold agglutinin disease (CAD) in January 2024 and Transplant-associated Thrombotic Microangiopathy (TA-TMA) in July 2025, indicating pipeline adjustments.
- Incurred a $6.4 million expense in 2024 due to the termination of a minimum purchase obligation with NOF for 2025, impacting cost of sales.
- The company faces substantial competition in all its target markets, including from established C5 inhibitors and new oral therapies like iptacopan for PNH and C3G.
Risks
- Incurred significant losses since inception, with an accumulated deficit of $3.0 billion as of December 31, 2025, and may not sustain profitability.
- Prospects depend substantially on the commercial success of SYFOVRE and EMPAVELI; failure to commercialize successfully or obtain further approvals could harm the business.
- Risk of later discovering EMPAVELI or SYFOVRE are less effective or cause safety issues not identified in clinical trials, such as reported retinal vasculitis events with SYFOVRE, which could compromise marketability or regulatory approval.
- Need to obtain additional funding if cash and cash equivalents, and cash from sales, are insufficient to fund projected operating plans and capital expenditure requirements to profitability.
- Patients may not start or switch to EMPAVELI or SYFOVRE due to existing treatments, competitor treatments, or non-compliance with regimens.
- Current and future legislation may increase difficulty and cost for reimbursement and commercialization, affecting product prices.
- Failure to maintain agreements with wholesale distributors, specialty pharmacy providers, third-party payors, and group purchasing organizations, or maintain products on formularies, could adversely affect market opportunity and revenue.
- Substantial competition from major pharmaceutical and biotechnology companies, including new therapies like avacincaptad pegol for GA and iptacopan for PNH and C3G.
- Indebtedness under the Sixth Street Financing Agreement ($375.0 million) and Convertible Notes ($93.9 million) could adversely affect operations and limit ability to plan for or respond to business changes.
- Substantial accounts receivable balance ($366.2 million as of December 31, 2025) poses a risk if collection is delayed or fails.
- Reliance on third parties for clinical trials and manufacturing increases risks of delays, insufficient supply, or non-compliance with regulatory requirements.
- Collaboration with Sobi for ex-U.S. commercialization of systemic pegcetacoplan carries risks if Sobi fails to meet obligations or terminates the agreement.
- Failure to comply with intellectual property license obligations could lead to loss of important license rights.
- Inability to obtain and maintain sufficient patent protection or if patent scope is not broad enough, competitors could commercialize similar products.
- Risk of lawsuits for infringing third-party intellectual property rights, which could be costly and delay or prevent commercialization.
- Intellectual property from government-funded programs may be subject to federal regulations like march-in rights and U.S. industry preference.
- Changes in U.S. and international trade policies, including tariffs and sanctions, could adversely impact business and operating results.
- Exposure to product liability claims due to commercial sale of approved products and clinical testing of candidates.
- Internal information technology systems or those of third parties may fail or suffer security breaches, disrupting operations or compromising sensitive information.
Future Outlook
Apellis Pharmaceuticals anticipates continued significant expenses for commercialization of EMPAVELI and SYFOVRE, and ongoing development of pegcetacoplan and other product candidates. The company expects its current cash and cash equivalents, combined with anticipated sales revenue, to fund projected operating expenses and capital expenditure requirements for at least the next 12 months and longer-term. Future funding requirements will depend on successful commercialization, regulatory approvals, collaboration performance, and intellectual property protection. The company plans to submit for regulatory approval of a single-dose, sterilized prefilled syringe for SYFOVRE in the first half of 2026.
Management Comments
- Believe SYFOVRE has the potential to be the standard of care for patients with GA.
- Intend to focus commercialization efforts for SYFOVRE in the U.S. and explore international expansion in select markets, including Australia.
- Believe EMPAVELI has the potential to be a best-in-class treatment for a range of indications with high unmet needs.
- Aim to become a leading biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutic compounds to treat diseases with high unmet need through the inhibition of the complement system.
- Committed to providing a positive employee experience and a culture that embodies our values, fostering a diverse and inclusive culture.
- Committed to policies and practices focused on sustainability, positively impacting our community and maintaining and cultivating good corporate governance.
Industry Context
StockSavvy.ai notes that Apellis Pharmaceuticals operates in the highly competitive biopharmaceutical industry, particularly in complement inhibition. The company's focus on C3 inhibition with SYFOVRE and EMPAVELI positions it against C5 inhibitors (e.g., AstraZeneca's Soliris/Ultomiris) and Factor B inhibitors (e.g., Novartis's iptacopan/Fabhalta). The rejection of SYFOVRE's MAA in the EU highlights the challenging regulatory landscape, while its approval in Australia indicates successful, albeit selective, international expansion. The initiation of pivotal trials for FSGS and DGF demonstrates a strategic expansion into nephrology, an area with significant unmet needs and limited approved therapies, potentially diversifying its revenue streams beyond ophthalmology and PNH. The collaboration with Beam Therapeutics for gene editing (APL-9099) reflects a broader industry trend towards advanced therapeutic modalities and strategic partnerships to leverage specialized technologies.
Comparison to Industry Standards
- In Geographic Atrophy (GA), SYFOVRE is the market-leading treatment, competing with Astellas Pharma US Inc.'s avacincaptad pegol (Izervay), a C5 inhibitor approved in August 2023. SYFOVRE's demonstrated slowing of GA progression with increasing effects over time and flexible dosing regimens (monthly or every-other-month) positions it favorably against competitors.
- In Paroxysmal Nocturnal Hemoglobinuria (PNH), EMPAVELI competes with AstraZeneca's eculizumab (Soliris) and ravulizumab (Ultomiris), both C5 inhibitors. Novartis's oral Factor B inhibitor, iptacopan (Fabhalta), approved in December 2023, presents a significant competitive challenge due to patient preference for oral administration over injections.
- For C3 Glomerulopathy (C3G), EMPAVELI competes with Novartis's iptacopan, approved in March 2025. EMPAVELI's VALIANT study showed a 68% reduction in proteinuria, stabilization of kidney function, and reduction in C3c staining, indicating strong efficacy against a disease with limited treatment options.
- In Focal Segmental Glomerulosclerosis (FSGS) and Delayed Graft Function (DGF), EMPAVELI is entering areas with no FDA-approved therapies, offering a potential first-in-class treatment. Competitors in FSGS include sparsentan (Travere Therapeutics), Inaxaplin (Vertex Pharmaceuticals), DMX-200 (Dimerix Limited), and BI 764198 (Boehringer Ingelheim), all in Phase 3. For DGF, avulizumab (AstraZeneca) is in Phase 3 and ARGX117 (Argenx SE) is in Phase 2.
- The company's patent terms for pegcetacoplan (2032-2033) and dosing regimens (2036-2038) are generally in line with industry expectations for novel compounds, with efforts to extend through patent term adjustments and extensions.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Medical Officer | NA | Caroline Baumal, M.D. | January 3, 2023 | New hire, responsible for developing and executing Medical Affairs strategy. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Implementation | Subject to Stock Ownership Guidelines and Recoupment Policy. | NA | Aims to align management and director interests with stockholders and promote responsible financial management. |
| Board Structure | Established a classified board of directors, limiting all members from being elected at one time. | NA | May discourage hostile takeovers and entrench current management/board. |
| Shareholder Rights Limitation | Limits the manner in which stockholders can remove directors and establishes advance notice requirements for nominations or proposals at meetings. | NA | Reduces shareholder influence over board composition and meeting agendas. |
| Shareholder Action Restriction | Requires stockholder actions to be effected at a duly called stockholder meeting and prohibits actions by written consent. | NA | Makes it more difficult for stockholders to take action without a formal meeting. |
| Special Meeting Authority | Limits who may call a special meeting of stockholders. | NA | Restricts the ability of minority shareholders to convene special meetings. |
| Capital Structure Flexibility | Authorizes the board of directors to issue preferred stock without stockholder approval. | NA | Provides the board with a tool to dilute hostile acquirers, potentially preventing unapproved acquisitions. |
| Charter/Bylaw Amendment Threshold | Requires approval of holders of at least 75% of votes to amend or repeal certain provisions of the charter or bylaws. | NA | Makes it more difficult for a simple majority of shareholders to change fundamental corporate governance rules. |
| State Law Application | Governed by Section 203 of the General Corporation Law of the State of Delaware, which prohibits certain business combinations with large shareholders for three years. | NA | Discourages hostile takeovers and may limit the price investors are willing to pay for the stock. |
| Cybersecurity Oversight | Audit Committee of the Board of Directors provides direct oversight over cybersecurity risk, receiving quarterly updates from management. | NA | Enhances corporate oversight of critical cybersecurity risks, demonstrating commitment to data security. |
Legal Proceedings
- A putative class action complaint filed in August 2023 against the company and certain current/former executive officers, alleging violations of Sections 10(b) and/or 20(a) of the Exchange Act and Rule 10b-5 related to SYFOVRE's clinical trials and commercial adoption risks, was dismissed without prejudice in March 2025. Plaintiffs appealed this dismissal in April 2025, with a hearing conducted in January 2026.
- Putative stockholder derivative lawsuits filed in December 2024 against the company's directors for breach of fiduciary duty, unjust enrichment, waste, and alleged violation of Section 14(a) of the Exchange Act, based on similar facts as the class action. These cases were consolidated in January 2025 and are stayed pending the outcome of the appeal in the class action lawsuit.
Related Party Transactions
- The company has patent license agreements with The Trustees of the University of Pennsylvania (Penn), under which it licenses patent rights for pegcetacoplan. Payments to Penn include milestone payments (up to $1.7 million for non-ophthalmic, $3.2 million for ophthalmic) and low single-digit royalties on net sales. From January 2021 through December 2025, sublicense payments to Penn totaled $30.5 million, and development/sales milestones totaled $3.5 million. Royalty expense to Penn was $7.3 million (EMPAVELI/Aspaveli) and $19.1 million (SYFOVRE) in 2025.
Stakeholder Impact
- **Shareholders:** Experienced significant volatility in stock price, but the company achieved net income in 2025, potentially increasing investor confidence. However, ongoing litigation and the EU rejection of SYFOVRE's MAA could create uncertainty. No cash dividends are anticipated, requiring reliance on capital appreciation.
- **Patients:** Benefit from new FDA approvals for EMPAVELI in C3G and primary IC-MPGN, expanding treatment options for rare kidney diseases. SYFOVRE offers the first approved treatment for GA in the U.S. and Australia, with ongoing studies (GALE) showing increasing treatment effects over time. Patient assistance programs (ApellisAssist, GAMyWay) aim to improve access and support.
- **Employees:** The company is committed to providing a positive employee experience, competitive compensation, and benefits, including equity incentives and a 401(k) match. However, rapid growth increases exposure to risks of employee misconduct.
- **Customers (Specialty Pharmacies/Distributors):** The company relies on a limited number of specialty pharmacies and distributors, with significant accounts receivable balances. Any delays in collection could impact cash flows. The introduction of a SYFOVRE co-pack and prefilled syringe aims to streamline administration for healthcare professionals.
- **Collaborators (Sobi, Beam Therapeutics):** Sobi benefits from reduced royalty obligations under the Royalty Buy-Down Agreement and received EMA approval for Aspaveli in C3G/IC-MPGN. The collaboration with Beam Therapeutics on gene editing expands the pipeline, with potential future milestone and royalty payments.
Next Steps
- Continue commercialization of EMPAVELI in the United States for PNH, C3G, and primary IC-MPGN.
- Continue commercialization of SYFOVRE in the United States and Australia for GA, and explore international expansion in select markets.
- Advance innovative pipeline, leveraging complement expertise, including APL-3007 and APL-9099.
- Conduct Phase 2 multi-dose clinical trial of SYFOVRE + APL-3007 in patients with GA, initiated in June 2025.
- Conduct pivotal clinical trials for EMPAVELI in primary focal segmental glomerulosclerosis (FSGS) and delayed graft function (DGF), initiated in Q4 2025.
- Submit for regulatory approval of a single-dose, sterilized prefilled syringe for SYFOVRE in the first half of 2026.
- Monitor and comply with evolving U.S. and international healthcare laws and regulations, including those related to drug pricing and data privacy.
- Vigorously defend against ongoing class action and stockholder derivative lawsuits.
Key Dates
| Date | Description |
|---|---|
| April 2014 | EMPAVELI received orphan drug designation from the FDA for the treatment of PNH. |
| August 2017 | Completed Phase 2 FILLY trial for SYFOVRE. |
| September 2018 | Initiated Phase 3 DERBY and OAKS trials for SYFOVRE. |
| December 2018 | EMPAVELI received orphan drug designation from the FDA for the treatment of C3G. |
| September 2019 | Completed private offering of $220.0 million convertible notes (2019 Convertible Notes). |
| September 2019 | Initiated Phase 3 PRINCE trial for EMPAVELI in treatment-naive PNH patients. |
| January 2020 | Announced top-line data from PEGASUS trial, showing superiority of systemic pegcetacoplan to eculizumab in PNH. |
| May 2020 | Issued $300.0 million convertible notes (2020 Convertible Notes). |
| October 27, 2020 | Entered into Collaboration and License Agreement with Sobi. |
| May 2021 | EMPAVELI approved by the FDA for the treatment of PNH and launched in the United States. |
| May 2021 | Reported top-line results from PRINCE trial, demonstrating statistical superiority of systemic pegcetacoplan in treatment-naive PNH patients. |
| June 2021 | Entered into exclusive five-year research collaboration with Beam Therapeutics. |
| August 2022 | Presented 24-month results from Phase 3 DERBY and OAKS trials for SYFOVRE. |
| February 2023 | SYFOVRE approved by the U.S. FDA for the treatment of geographic atrophy secondary to age-related macular degeneration (GA). |
| March 2023 | Launched SYFOVRE in the United States. |
| October 2023 | Announced positive results from NOBLE trial (Phase 2) in post-transplant recurrence of C3G and primary IC-MPGN. |
| January 2024 | Agreed with Sobi to cease clinical development of systemic pegcetacoplan for cold agglutinin disease (CAD). |
| February 27, 2024 | Unwound a portion of capped call transactions, resulting in $98.8 million cash proceeds. |
| May 13, 2024 | Entered into Sixth Street Financing Agreement for a $375.0 million senior secured term loan facility. |
| August 2024 | Announced positive results from VALIANT study (Phase 3) for EMPAVELI in C3G and primary IC-MPGN. |
| September 2024 | Terminated minimum purchase obligation with NOF for 2025, incurring a $6.4 million expense. |
| December 2024 | European Commission adopted a negative opinion on the MAA for SYFOVRE in the European Union. |
| January 2025 | SYFOVRE approved by the Therapeutic Goods Administration (TGA) in Australia. |
| January 2025 | Shared data from Phase 1 trial of APL-3007, showing greater than 90% knockdown of C3. |
| March 2025 | United States District Court for the District Court of Massachusetts dismissed a putative class action complaint against the company and certain current and former executive officers. |
| April 2025 | Plaintiffs filed an appeal to the United States Court of Appeals for the First Circuit regarding the dismissed class action lawsuit. |
| July 1, 2025 | Entered into Royalty Buy-Down Agreement with Sobi, receiving an upfront payment of $275.0 million. |
| July 2025 | EMPAVELI approved by the FDA for the treatment of C3G and primary IC-MPGN. |
| July 2025 | Agreed with Sobi to discontinue development of systemic pegcetacoplan for Transplant-associated Thrombotic Microangiopathy (TA-TMA). |
| August 2025 | Opted into and entered a license agreement with Beam Therapeutics for FcRn in the liver (APL-9099), triggering a $3.8 million milestone payment. |
| November 2025 | Announced five-year data from GALE extension study, demonstrating SYFOVRE delayed GA progression by approximately 1.5 years in non-subfoveal GA. |
| Q4 2025 | Made supply of SYFOVRE co-pack available. |
| Q4 2025 | Initiated two pivotal clinical trials with EMPAVELI for primary focal segmental glomerulosclerosis (FSGS) and delayed graft function (DGF). |
| December 2025 | European Parliament and Council reached a provisional political agreement on new EU pharmaceutical legislation, expected to be adopted by mid-2026. |
| December 2025 | Biosecure Act became law as part of the National Defense Authorization Act for Fiscal Year 2026, impacting U.S. federal government contracts with certain foreign biotechnology providers. |
| December 23, 2025 | CMS proposed two five-year pilot programs (GLOBE and GUARD) to implement a reference pricing regime for Medicare drugs. |
| January 2026 | Sobi received EMA approval of Aspaveli for C3G and primary IC-MPGN. |
| January 27, 2026 | CMS published the list of 15 drugs selected for the third cycle of Medicare price negotiations. |
| February 2026 | Sobi paid Apellis the $25.0 million milestone under the Royalty Agreement for EMA approval of Aspaveli for C3G and primary IC-MPGN. |
| February 2026 | Presented data from GALE following five years of continuous treatment with SYFOVRE, showing increasing treatment effects over time. |
| February 24, 2026 | Date of the Independent Registered Public Accounting Firm's report. |
Recommendation
holdApellis Pharmaceuticals has demonstrated a significant turnaround by achieving net income in 2025, driven by a substantial licensing deal and continued commercialization of its key products. The expansion of EMPAVELI's approved indications and SYFOVRE's international approval in Australia are positive developments. However, the decline in SYFOVRE's U.S. revenue, the rejection of its EU MAA, and intense competition in its therapeutic areas present notable headwinds. The company's substantial debt and ongoing litigation also introduce elements of risk. While pipeline advancements offer future potential, the current mixed commercial performance and regulatory setbacks suggest a 'hold' recommendation, as investors should monitor the successful execution of new clinical trials, market acceptance of expanded indications, and resolution of legal and regulatory challenges before a more definitive stance can be taken.
Keywords
Apellis Pharmaceuticals, SYFOVRE, EMPAVELI, Geographic Atrophy, Paroxysmal Nocturnal Hemoglobinuria, C3 Glomerulopathy, Primary Immune Complex Membranoproliferative Glomerulonephritis, Complement System Inhibition, Biopharmaceutical, Rare Diseases, Clinical Trials, FDA Approval, SEC Filing, 10-K, Financial Results, Biotechnology, Ophthalmology, Nephrology, Gene Editing, APL-3007, APL-9099, Sobi, Beam Therapeutics
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